What is the share price and size of CEL-SCI’s (CVM) new offering?

The offering consists of 6,000,000 shares of CEL-SCI common stock priced at $1.20 per share. This pricing implies total gross proceeds of about $7.2 million before accounting for fees and offering-related costs.

CEL-SCI (NYSE: CVM) prices $7.2M best-efforts stock offering

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CEL-SCI Corporation priced a best-efforts public offering of 6,000,000 shares of common stock at $1.20 per share, for expected gross proceeds of about $7.2 million before fees and expenses. The offering is expected to close on May 13, 2026, subject to customary closing conditions.

The company plans to use the cash to continue developing its investigational cancer immunotherapy Multikine, as well as for general corporate purposes and working capital. Multikine has been dosed in over 740 patients and has received FDA Orphan Drug designation for neoadjuvant treatment of head and neck cancer, but it is not yet approved for sale.

Key Figures

Shares offered: 6,000,000 shares Offering price: $1.20 per share Gross proceeds: $7.2 million +2 more

5 metrics

Shares offered 6,000,000 shares Best-efforts public offering of common stock

Offering price $1.20 per share Public offering price for common stock

Gross proceeds $7.2 million Expected total before fees and expenses

Offering close date May 13, 2026 Expected closing, subject to customary conditions

Multikine patients dosed Over 740 patients Cumulative dosing in Multikine clinical use

Key Terms

best-efforts public offering, placement agent, Orphan Drug designation, neoadjuvant therapy, +2 more

6 terms

best-efforts public offering financial

"announced the pricing of a best-efforts public offering of 6,000,000 shares"

A best-efforts public offering is when an investment bank or broker agrees to act as a salesperson for a company’s new stock or bond sale but does not promise to buy any unsold shares. Think of it like a consignment sale: the seller provides the goods and the agent tries to find buyers, and the final amount raised depends on demand. For investors this signals that market interest and pricing are uncertain and the company may raise less capital than planned.

placement agent financial

"ThinkEquity is acting as the sole placement agent for the offering"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

Orphan Drug designation regulatory

"received Orphan Drug designation from the FDA for neoadjuvant therapy"

Orphan drug designation is a special status given to medicines developed to treat rare diseases affecting only a small number of people. This status often provides benefits like faster approval processes and financial incentives, making it more attractive for companies to develop these drugs. For investors, it signals potential for exclusive market rights and reduced competition, which can impact the drug’s profitability.

neoadjuvant therapy medical

"Orphan Drug designation from the FDA for neoadjuvant therapy in patients"

Neoadjuvant therapy is medicine given before the main treatment—usually drugs, radiation, or both—aimed at shrinking a tumor or improving surgical outcomes. For investors it signals a strategic step in a drug’s development and commercial path: successful neoadjuvant results can make a treatment easier to use, expand its approved indications, and increase market value much like priming soil before planting improves the eventual harvest.

investigational therapy medical

"investigational therapy. This proprietary name is subject to FDA review"

An investigational therapy is a drug, biological product, or medical treatment that is being tested in clinical trials but has not yet received regulatory approval for general use. Investors track these programs because trial results determine whether the therapy can reach patients and produce revenue; think of it as a prototype being validated — successful trials can boost a company’s value, while failures can sharply lower it.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

05/13/2026 - 04:44 PM

EXHIBIT 99.1

8229 Boone Boulevard, Suite 802

Vienna, Va. 22182 USA

Telephone (703) 506-9460

www.cel-sci.com

COMPANY CONTACT:

Gavin de Windt

CEL-SCI Corporation

(703) 506-9460

CEL-SCI Corporation Announces Pricing of Public Offering

Vienna, VA, May 11, 2026 — CEL-SCI Corporation (“CEL-SCI” or the “Company”) (NYSE American: CVM), a clinical stage cancer immunotherapy company, today announced the pricing of a best-efforts public offering of 6,000,000 shares of its common stock at an offering price of $1.20 per share. Total gross proceeds from the offering, before deducting the placement agent’s fees and offering expenses, are expected to be approximately $7.2 million. The offering is expected to close on May 13, 2026, subject to satisfaction of customary closing conditions.

The Company intends to use the proceeds for the continued development of Multikine*, general corporate purposes, and working capital.

ThinkEquity is acting as the sole placement agent for the offering.

A registration statement on Form S-1 (File No. 333-295168) relating to the shares was filed with the Securities and Exchange Commission (“SEC”) and became effective on May 11, 2026. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CEL-SCI Corporation

CEL-SCI believes that boosting a patient’s immune system before surgery, radiotherapy and chemotherapy have damaged it, should provide the greatest possible impact on survival. Multikine is designed to help the immune system "target" the tumor at a time when the immune system is still relatively intact and thereby thought to be better able to mount an attack on the tumor.

Multikine (Leukocyte Interleukin, Injection), given right after diagnosis and before surgery, has been dosed in over 740 patients and received Orphan Drug designation from the FDA for neoadjuvant therapy in patients with squamous cell carcinoma (cancer) of the head and neck.

The Company has operations in Vienna, Virginia, and near/in Baltimore, Maryland.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words "intends," "believes," "anticipated," "plans" and "expects," and similar expressions, are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could cause or contribute to such differences include an inability to duplicate the clinical results demonstrated in clinical studies, timely development of any potential products that can be shown to be safe and effective, receiving necessary regulatory approvals, difficulties in manufacturing any of the Company's potential products, inability to raise the necessary capital and the risk factors set forth from time to time in CEL-SCI's filings with the Securities and Exchange Commission, including but not limited to its report on Form 10-K for the year ended September 30, 2025. The Company undertakes no obligation to publicly release the result of any revision to these forward-looking statements which may be made to reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

* Multikine (Leukocyte Interleukin, Injection) is the trademark that CEL-SCI has registered for this investigational therapy. This proprietary name is subject to FDA review in connection with the Company's future anticipated regulatory submission for approval. Multikine has not been licensed or approved for sale, barter or exchange by the FDA or any other regulatory agency. Similarly, its safety or efficacy has not been established for any use.

Source: View Original Filing on SEC EDGAR

FAQ

What did CEL-SCI (CVM) announce in its latest financing update?

CEL-SCI announced pricing of a best-efforts public offering of 6,000,000 common shares at $1.20 each, raising about $7.2 million in gross proceeds before fees and expenses to support its Multikine program and general corporate needs.

How much capital will CEL-SCI (CVM) raise in this stock offering?

CEL-SCI expects to raise approximately $7.2 million in gross proceeds from selling 6,000,000 common shares at $1.20 per share, before deducting placement agent fees and other offering expenses tied to completing the transaction.

How will CEL-SCI (CVM) use the proceeds from this public offering?

CEL-SCI plans to use the proceeds to continue developing its Multikine cancer immunotherapy, and for general corporate purposes and working capital, supporting ongoing operations and its clinical-stage research activities in head and neck cancer.

When is CEL-SCI’s (CVM) offering expected to close and who is the agent?

The offering is expected to close on May 13, 2026, subject to customary closing conditions. ThinkEquity is acting as the sole placement agent, handling the best-efforts placement of the 6,000,000 common shares in the transaction.

What is Multikine and what regulatory status does it have for CEL-SCI (CVM)?

Multikine is CEL-SCI’s investigational cancer immunotherapy designed for use before surgery or other treatments. It has been given to over 740 patients and has FDA Orphan Drug designation for neoadjuvant therapy in head and neck cancer, but remains unapproved.

Filing Exhibits & Attachments

7 documents